Sec Form 3 Filing - Hisey Christopher Scott @ QualTek Services Inc. - 2022-02-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hisey Christopher Scott
2. Issuer Name and Ticker or Trading Symbol
QualTek Services Inc. [ QTEK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Director
(Last) (First) (Middle)
C/O QUALTEK SERVICES INC.,, 475 SENTRY PARKWAY E, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2022
(Street)
BLUE BELL, PA19422
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 1,956,574 I See footnote( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units( 2 ) $ 0( 2 ) ( 3 ) ( 3 ) Class A Common Stock 798,771 I See footnote( 1 )
Earnout Units( 2 ) $ 0( 2 ) ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 1,157,803 I See footnote( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hisey Christopher Scott
C/O QUALTEK SERVICES INC.,
475 SENTRY PARKWAY E, SUITE 200
BLUE BELL, PA19422
X CEO and Director
Signatures
/s/ Michael B. Williams, Power of Attorney for Christopher S. Hisey 02/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is the managing member of QualTek Management and as such could be deemed to have voting and dispositive power with respect to the shares held by QualTek Management. Mr. Hisey disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 2 )Represents units in QualTek Management HoldCo, LLC ("QualTek Management"). Each unit in QualTek Management is exchangeable for one common unit in QualTek HoldCo, LLC ("QualTek HoldCo") and one share of Class B Common Stock of QualTek Services Inc. (the "Registrant"), subject to customary adjustments. Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022 (the "Third A&R LLCA"), by and among the Registrant and the other parties thereto, each common unit in QualTek HoldCo (together with one share of Class B Common Stock of the Registrant for every common unit) is exchangeable for one share of Class A common stock of the Registrant. Upon exchange of common units of QualTek Holdco, an equal number of shares of Class B Common Stock of the Registrant will be delivered to the Registrant and cancelled for no consideration.
( 3 )Pursuant to the Third A&R LLCA, QualTek HoldCo's common units held by the reporting person are not exchangeable for the Registrant's Class A common stock until the expiration or waiver of certain lock-up periods.
( 4 )The earnout units are subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of the earnout targets. Pursuant to a Business Combination Agreement, dated as of June 16, 2021, by and among the Registrant and certain other parties thereto, the applicable restrictions on transfer and voting will cease for 50% of the earnout units if, on or any time prior to the fifth anniversary of the date of the closing of the business combination (the "Closing"), the closing sale price per Class A Share equals or exceeds $15.00 for 20 trading days of any 30 consecutive trading day period following the Closing.
( 5 )The applicable restrictions on transfer and voting will cease for 50% of the earnout units if, on or any time prior to the fifth anniversary of the Closing, the closing sale price per Class A Share equals or exceeds $18.00 for 20 trading days of any 30 consecutive trading day period following the Closing. The earnout period will be five years from the date of the Closing. Any earnout units that are not earned as of the end of the day on the fifth anniversary of the Closing shall be forfeited to the Registrant, and the earnout units will be cancelled and retired with no persons having any rights with respect thereto.

Remarks:
Exhibit 24.1 - Power of Attorney

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